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TERMS OF USE




SPIN TERMS OF USE

Last Updated:

April 1, 2022


LEGAL PAGES

Privacy Policy
CA Privacy Policy
GBFS Terms


QUICK LINKS

Top Section1. YOUR USE OF THE SPIN SCOOTERS AND OTHER SERVICES2. RELEASE OF
LIABILITY3. CREATION OF ACCOUNTS; COMMUNICATIONS WITH YOU4. FEES AND
RESPONSIBILITY FOR COSTS5. LIMITATIONS6. DISCLAIMERS7. LIMITATION OF LIABILITY8.
INTELLECTUAL PROPERTY9. LOCATION AND PUSH NOTIFICATIONS AND OTHER
TECHNOLOGIES10. TERMINATION11. INDEMNIFICATION12. ARBITRATION AGREEMENT, DISPUTE
RESOLUTION, AND CLASS ACTION WAIVER13. STATUTE OF LIMITATIONS14. NOTICE15.
MISCELLANEOUS


TERMS AND CONDITIONS



These Terms and Conditions ("Terms") constitute a legally binding agreement
between you and Skinny Labs Inc., d/b/a Spin ("Spin" or "we") that governs your
access to and use of any and all products and services that Spin and its
subsidiaries and affiliates provide, including, without limitation, (i) the Spin
website located at https://www.spin.app/ (the "Site"), (ii) the Spin mobile
application ("App"), (iii) any vehicle or other transportation device provided
by Spin, including but not limited to, bicycles, electric bicycles, electric
kick scooters, and any other transportation device provided by Spin
(collectively, “Spin Scooters”), (iv) any other equipment, product or services
that relate to or concern the rental or use of spin scooters, and (v) any other
features and/or services offered by Spin ((i) through (v), collectively, the
"Services"). Your access to, and use of, the Services is expressly conditioned
on your agreement to these Terms. Any references to “you” or “your” in these
Terms will mean the person using the Services in any manner, and each of your
heirs, assigns, or successors.

SECTION 12 (ARBITRATION AGREEMENT) OF THESE TERMS CONTAINS AN ARBITRATION
AGREEMENT AND A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AND SPIN AGREE TO
SUBMIT ANY DISPUTE TO BINDING ARBITRATION RATHER THAN PROCEEDING IN COURT, WITH
THE EXCEPTION OF CERTAIN SPECIFIED INTELLECTUAL PROPERTY CLAIMS AND SMALL CLAIMS
NOTED BELOW. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, YOU WILL BE
PERMITTED TO PURSUE CLAIMS OR SEEK RELIEF AGAINST SPIN ONLY ON AN INDIVIDUAL
BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION
OR PROCEEDING.

IN ADDITION, THIS AGREEMENT CONTAINS DISCLAIMERS, ASSUMPTION-OF-RISK PROVISIONS,
AND A RELEASE OF LIABILITY (THE "RELEASE OF LIABILITY"), SECTION 2 OF THESE
TERMS.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SPIN. BY ACCESSING OR USING
THE SERVICES:

 * You acknowledge that you’ve read, understood, and accept these Terms and any
   additional documents or policies referred to in or incorporated into these
   Terms (including, without limitation, the Privacy Policy (as defined below)
   and the Release of Liability);
 * If these Terms have changed since you last accessed or used the Services, you
   acknowledge and agree that your continued access or use of the Services
   constitutes your acceptance of the changed Terms;
 * You represent and warrant that you are at least eighteen (18) years of age,
   and, as applicable, at least the age of majority in your jurisdiction or
   province of residence, and have the right, authority, and capacity to enter
   into these Terms; and
 * You consent to receive communications from us electronically, and you agree
   that such electronic communications, notices, and postings satisfy any legal
   requirements that such communications be in writing

These Terms refer to our Privacy Policy (“Privacy Policy”), hereby incorporated
by reference, which also applies to your use of the Services and which sets out
the terms on which we process any personal data we collect from you, or that you
provide to us. In the event that you are required to agree to an additional
governing agreement, including without limitation a terms of use, end user
license agreement, privacy policy, contest, sweepstakes or promotion terms
(collectively, “Other Governing Agreement”), in order to use, access and/or
download a particular product or service, the Other Governing Agreement will
govern to the extent there is a conflict between these Terms and the Other
Governing Agreement (but all other provisions in these Terms that are not in
conflict will apply).

Please read these Terms carefully, as they may have changed. Though your access
and use of the Services is governed by the Terms effective at the time, please
note that, except for Section 12, providing for binding arbitration and a waiver
of class action rights, where applicable, Spin reserves the right at its sole
discretion to modify or replace the Terms at any time. If you have provided us
your email through the Services, we will notify you of material changes as
required by applicable law. We also will indicate at the top of this page the
date that material revisions were last made. For residents of the European
Economic Area (“EEA”) and the United Kingdom (“UK”) who use the Services in the
EEA and UK, respectively, changes will be deemed approved if you do not object
to them electronically within six weeks of the the respective modification. We
will point this consequence out if applicable law requires us to announce a
material modification.

If you do not agree to these Terms, the Privacy Policy, or the Release of
Liability, you must immediately cease using the Services.


1. YOUR USE OF THE SPIN SCOOTERS AND OTHER SERVICES



1.1. You are the sole operator of the Services. You and Spin are the only
parties to these Terms and you are therefore the only authorized operator of a
Spin Scooter that you rent, including through your account or, as applicable, a
third party service or that enables you to access or rent Spin Scooters
(“Third-Party Provider”). You represent, warrant, and covenant that you will not
permit another person, either alone, or together with you, to use any Spin
Scooter rented by you or through your account, or any Services obtained by you
or through your account. Without limiting the foregoing, you alone are
responsible for complying with these Terms and for any breach of these Terms and
any damage and/or liability arising from your operation of any Spin Scooter or
any third party's use of any Spin Scooter rented by you, including through your
account or, as applicable, a Third-Party Provider.

1.2. You are the age of majority. You represent and warrant that you are at
least eighteen (18) years of age, and at least the age of majority in your
jurisdiction or province of residence.

1.3. You will inspect the Spin Scooter before operating it. You represent,
warrant and covenant that, before each use of a Spin Scooter, you will conduct a
basic safety inspection of such Spin Scooter, which includes inspecting: safe
operation of brakes and lights; proper direction of wheels; condition of the
frame; sufficient battery charge; and any signs of damage, disrepair, unusual or
excessive wear, or other signs of mechanical and/or maintenance needs (each, a
"Safety Issue"). You shall immediately notify Spin if you identify a Safety
Issue and are prohibited from riding any Spin Scooter on which there is a Safety
Issue.

1.4. You are a competent user. You represent and warrant that you are familiar
with the operation of the Spin Scooters, are physically fit to use a Spin
Scooter, and do not have any health problems or medical conditions that would
make using a Spin Scooter unsafe in any way.

1.5. You will not engage in distracted operation of the Spin Scooter. You
represent, warrant, and covenant that, for the duration of your operation of a
Spin Scooter, you will not use any cellular telephone, text messaging device,
portable music player, or any other device that may distract you from operating
the Spin Scooter safely, including the use of hands-free technology.

1.6. You will not use the Spin Scooter when hazardous conditions are present.
You represent, warrant, and covenant that you will not use a Spin Scooter when
environmental conditions (i.e. weather, road surface, congestion, etc.) are
unsafe, on any unpaved roads, through water, through uneven terrain (including,
without limitation, on mountains), through unsafe traffic conditions, on
highways or freeways, or in any location where use of a Spin Scooter is
prohibited, illegal, and/or is a nuisance. You acknowledge and agree that Spin
does not provide or maintain places at or on which to ride Spin Scooters and
that Spin makes no representation, warranty, covenant, or guarantee with respect
to the conditions of any road, sidewalk, vehicle lane, vehicle route, or other
thruway you may access in connection with your use of a Spin Scooter.

1.7. You will not use the Spin Scooter if your ability to use it is impaired.
You represent, warrant, and covenant that you will not ride a Spin Scooter while
under the influence of drugs, alcohol, medication, and/or any other substance
that may impair your ability to ride the Spin Scooter.

1.8. You will not race the Spin Scooter, perform stunts with the Spin Scooter,
use the Spin Scooter to propel or tow any vehicle, trailer, or other object. You
represent, warrant, and covenant that you will not race the Spin Scooter,
perform stunts with the Spin Scooter, or use the Spin Scooter to propel or tow
any vehicle, trailer, or other object.

1.9. You will not place anything on the Spin Scooter or use the Spin Scooter
while holding anything that impedes your ability to safely use it. You
represent, warrant, and covenant that you will not place any objects on the Spin
Scooter or use the Spin Scooter while holding any object that impedes your
ability to safely use it. These objects include, without limitation, backpacks,
bags, briefcases, and/or any other item that can alter the balance of the Spin
Scooter or otherwise impede your ability to safely ride it. YOU MUST NOT EXCEED
THE WEIGHT LIMIT OF THE SPIN SCOOTER (220 POUNDS UNLESS OTHERWISE INDICATED).

1.10. You will wear proper equipment, including a helmet, while using the Spin
Scooter. You represent, warrant, and covenant that, at all times while using a
Spin Scooter, you will wear appropriate equipment, including, without
limitation, suitable footwear (e.g., tied sneakers, no sandals) and a helmet
that is properly fitted and fastened in accordance with the manufacturer's
instructions and meets CPSC, Snell, or ASTM, or CE helmet standards or a
comparable standard (a "Helmet") (information about some of these standards can
be found here). Notwithstanding the foregoing, Spin does not make any
representation, warranty, covenant, or guarantee with respect to the safety,
quality, or other characteristics of any Helmet.

1.11. You will not use the Spin Scooter for commercial purposes. You represent,
warrant, and covenant that you will not use the Spin Scooter for any commercial
purposes, including, without limitation, for hire, reward, rideshare, food
delivery, or advertising services.

1.12. You will not tamper with, alter, or vandalize the Spin Scooter. You
represent, warrant, and covenant that you will not tamper with, alter in any
way, or vandalize the Spin Scooter.

1.13. You will use the Spin Scooter in compliance with all applicable laws,
rules, regulations, and ordinances. You represent, warrant, and covenant that
you will only use the Spin Scooter in compliance with all applicable laws,
rules, regulations, and ordinances. It is your sole responsibility to be
familiar with the applicable laws, rules, regulations, and ordinances of the
jurisdiction in which you are using the Spin Scooter.

1.14. You will park the Spin Scooter in accordance with our instructions and in
compliance with all applicable laws, rules, regulations, and ordinances. You
represent, warrant, and covenant that you will park the Spin Scooter in lawful
parking spots in an upright position and will not park the Spin Scooter on
unauthorized private property, in a locked area, in heavily trafficked areas, or
in any other unapproved space. Without limiting the foregoing, you represent,
warrant, and covenant that you will return the Spin Scooter to the proper
parking area in clean and working condition after your use. You will not use any
locking mechanism to lock the Spin Scooter other than one provided by Spin
unless otherwise directed by Spin.

1.15. You will use the Spin Scooter in accordance with the "rules of the road."
 You represent, warrant, and covenant and that you will obey all street signs,
signals, rights-of-way, and markings, that you will use the Spin Scooter with
courtesy and respect towards third parties, including, but not limited to
pedestrians and other vehicles, and that you will not block sidewalks, access
ramps, bus stops, or landscaped areas.

1.16. You will return the Spin Scooter in the condition in which you rented it.
You represent, warrant, and covenant that you will return the Spin Scooter in
the condition in which you rented it, except for any ordinary wear and tear.

1.17. You must report and accident, crash, damage, personal injury, traffic
violation, or stolen or lost Spin Scooter as soon as possible. If a crash
involves personal injury, property damage, or a stolen Spin Scooter, you shall
file a report with the local police department within 24 hours. You agree that
you are responsible and liable for any misuse, consequences, claims, demands,
causes of action, losses, liabilities, damages, injuries, costs and expenses,
penalties, attorneys’ fees, judgments, suits or disbursements of any kind or
nature whatsoever related to a stolen or lost Spin Scooter.

1.18. You will not rent the Spin Scooter for more than 24 hours at a time.
Unless you are riding with a Spin Pass or other product for which there is a
longer-term rental period state, the maximum rental time of a Spin Scooter is 24
hours. You represent, warrant, and covenant that you will conclude your ride
within a service zone and lock the Spin Scooter (a "Return") within 24 hours of
the time at which you unlocked or otherwise began renting such Spin Scooter.

1.19. THE FOREGOING LIST IS NOT INTENDED TO BE EXHAUSTIVE AND ANY UNREASONABLE
OR INAPPROPRIATE USE OF A SPIN SCOOTER, AS DETERMINED BY SPIN IN ITS SOLE
DISCRETION, OR ANY VIOLATION OF APPLICABLE LAWS, RULES, REGULATIONS, AND/OR
ORDINANCES WILL BE DEEMED TO BE A VIOLATION OF THESE TERMS. WITHOUT LIMITING THE
FOREGOING, THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS ARE
CUMULATIVE TO EACH OTHER AND NOT EXCLUSIVE OF EACH OTHER, AND NO REPRESENTATION,
WARRANTY, OR COVENANT IN THIS SECTION 1 WILL LIMIT ANY OTHER REPRESENTATION,
WARRANTY, OR COVENANT IN THIS SECTION 1 OR THESE TERMS. You acknowledge and
agree that Spin does not control, and has no right to control, you or other
third parties with whom you may come into contact while using the Spin Services,
including, without limitation, pedestrians, bikers, other users of Spin
Scooters, or other vehicles.

1.20. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MISUSE,
CONSEQUENCES, CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, LIABILITIES, DAMAGES,
INJURIES, HARM, FEES, COSTS AND EXPENSES, PENALTIES, ATTORNEYS’ OR LEGAL FEES,
JUDGMENTS, SUITS AND/OR DISBURSEMENTS OF ANY KIND, OR NATURE WHATSOEVER, WHETHER
FORESEEABLE OR UNFORESEEABLE, AND WHETHER KNOWN OR UNKNOWN, AS A RESULT OF USING
ANY OF THE SERVICES.


2. RELEASE OF LIABILITY



AS A CONDITION OF USING THE SERVICES (INCLUDING, FOR CLARITY AND WITHOUT
LIMITATION, ANY SPIN SCOOTER) YOU HEREBY ACCEPT AND AGREE TO THIS “RELEASE OF
LIABILITY,” including any defined terms therein.  

You acknowledge that use of Spin’s vehicle or other transportation device,
including but not limited to, bicycles, electric bicycles, electric kick
scooters (collectively “Spin Scooters”), as well as any other equipment, product
or services that relate to or concern the rental or use of a Spin Scooter is an
inherently dangerous recreational activity that involves both obvious and
non-obvious risks of physical harm, including the risk of death to you and
others, as well as damage to property, and that these types of risks can be
unforeseeable and sometimes cannot be avoided. To the fullest extent permissible
by applicable law, you, on behalf of yourself, your family, your heirs, your
agents, your affiliates, your representatives, your successors, your guardians and
your assigns (collectively the “Releasing Parties”), agree to indemnify, hold
harmless, and forever release and discharge the Released Persons (as defined
below) from any and all injuries, demands, losses, damages, costs, loss of
service, expenses, compensation, claims, suits, causes of action, obligations,
rights, and liabilities of any nature, type, or description, whether arising in
tort (including negligence), contract, strict liability, or any other legal
theory, whether known or unknown, contingent or vested, in law or in equity,
whether or not we have been advised of the possibility of such damage, including
but not limited to, property loss or damage, personal injury or loss of life,
regardless of legal theory, that: (a) relate to, are based on, concern, or arise
out of these Terms, your use of a Spin Scooter, the Services, the Site, the App,
and/or any of the equipment that Spin provides to You (collectively the
“Released Claims”). “Released Persons” as used herein means (i) Skinny Labs
Inc., d/b/a Spin ("Spin") (ii) subsidiaries and affiliates of Spin, and (iii) to
the fullest extent permitted by law, any (x) governmental entity (including,
without limitation, any state, commonwealth, city, town, township, charter
township, special district, village, borough, other municipal corporations, and
unincorporated communities or jurisdictions) and (y) educational institution
(including, without limitation, public and private universities and colleges,
high schools, secondary schools, and primary schools) (each of (x) and (y), a
"Municipality") with which Spin has contracted or at which Spin is providing
Services, and each of Spin's and Municipality's respective current and former
parents, subsidiaries, divisions, and current and former affiliated individuals
and entities, legal successors, predecessors (including companies they have
acquired, purchased, or absorbed), assigns, joint venturers, and each and all of
their respective officers, investors, partners, directors, elected officials,
servants, agents, shareholders, members, managers, principals, investment
advisors, consultants, employees, representatives, legal counsel, accountants,
lenders, underwriters, and insurers. This Release is intended to be a general
and complete release of all Claims and all Released Persons may plead the
existence of this Release as a full and complete defense to any Claim.

You hereby acknowledge that you have been advised of and fully understand the
provisions of California Civil Code Section 1542 which provides as follows: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Having been so advised,
Releasing Party nevertheless elects to and does assume all risks for Released
Claims known or unknown, suspected or unsuspected, heretofore arising from the
use of Spin Scooters, equipment and anything relating to such use, and
specifically waives any rights it may have under Section 1542, as well as under
any other statute or common-law principle in any jurisdiction with a similar
effect.

YOU ACKNOWLEDGE THAT YOU ENTER INTO THIS RELEASE FREELY, KNOWINGLY, AND
VOLUNTARILY, AND THAT YOU INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE
AND WAIVER OF ALL CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE
SERVICES.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO NEW JERSEY
RESIDENTS.


3. CREATION OF ACCOUNTS; COMMUNICATIONS WITH YOU



3.1. Creating an Account. In order to access and/or use the Services, we may
require you to create an account on the Services or log in using existing
third-party (e.g., Facebook, Google) credentials. When registering, you may be
required to provide Spin with certain personal information, which may include
your name, birth date, mobile phone number (your "Number"), email address, and a
valid debit or credit card number (a "Card"). This information will be treated
in accordance with the Privacy Policy.  If applicable, you may have to provide
information to or create an account with a Third-Party Provider.

3.2. Accuracy. You represent, warrant, and covenant to Spin that all information
that you provide about yourself as requested by Spin or a Third-Party Provider
(before, during, and after the account creation process), including, without
limitation, your Number and your Card, is, and will remain during your use of
the Services, true, accurate, current, and complete, and that you are authorized
to provide all such information and use your Card. You are also solely
responsible for all activity that occurs on your account, and you agree to
notify Spin immediately of any suspected unauthorized use to your account. To
the maximum extent allowed by law, Spin is not liable for any losses by any
party caused by unauthorized use of your account.

3.3. Confidentiality. You are solely responsible for maintaining the
confidentiality of your log-in credentials in order to use the Services and are
fully responsible for all activities that occur through the use of your
credentials. You agree to notify Spin immediately of any unauthorized use of
your log-in credentials or any other breach of security with respect to your
account. Spin will not be liable for any loss or damage arising from
unauthorized use of your credentials regardless of whether you have notified
Spin of such unauthorized use or loss of your credentials. If you have reason to
believe that your account is no longer secure, you must immediately notify us.
You understand and agree that we may require you to provide information that may
be used to confirm your identity and help ensure the security of your account.

3.4. Restrictions. You may not impersonate someone else to create an account,
create or use an account for anyone other than yourself, permit anyone else to
use your account, or provide personal information for purposes of account
registration other than your own. You may not permit another person to use any
Spin Scooter or other Services using your account credentials, regardless of
whether that person is a user of the Services themselves, and to permit such use
is a material breach of this Agreement. Without limiting the foregoing, you are
responsible for all use of the Services in connection with your account and/or
your rental of a Spin Scooter, including, without limitation, death, personal
injury, and injury to property, that results from a Spin Scooter that you have
rented, that has been used with your account credentials, or that was accessed
by you through a Third-Party Provider.

3.5. Termination. We have the right to disable, suspend, or close your account
if your account is delinquent, if your Card is no longer valid, or at any other
time, for any other reason or for no reason, in our sole discretion, without
notice. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY
TERMINATION OF YOUR ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS. If we
terminate your account, you must immediately return any Spin Scooter, or other
property of Spin that you have in your possession.  You will be charged for the
value of any property of Spin that you fail to return as well as all costs
(including attorneys’ fees and costs) that Spin incurs in attempting to recover
its property from you.

3.6. Spin Access. In your region, Spin may offer a program giving certain
qualified users the ability to utilize the Services without the App and/or at a
discount (“Spin Access”). You can learn more about Spin Access here:
https://www.spin.app/spin-access. To qualify for Spin Access, we may require you
to submit documentation proving eligibility. Any codes or other benefits
provided to you in relation to Spin Access must be used for the intended
audiences and purposes and are not transferable, redeemable or exchangeable for
other things of value, except at our sole discretion. You represent and warrant
that all information and documentation submitted is true, accurate, and complete
and that you will keep all such information and documentation up to date. Spin
may, in its sole discretion and with or without cause, suspend or terminate your
eligibility for Spin Access at any time and without any notice to you.


4. FEES AND RESPONSIBILITY FOR COSTS



4.1. Fees. You must pay to Spin, or, as applicable, the Third-Party Provider,
all charges and fees in connection with your use of the Services, which may vary
based on the Services you have selected and may include, without limitation,
rental charges, application fees, service fees and/or other charges set forth in
these Terms ("Fees"). Spin’s fee schedule is set forth through the App. The fee
schedule is incorporated herein by this reference, and you agree to pay the
published fees and charges. Spin may alter, amend or make changes to the fee
schedule at any time and may provide notice of such changes in the App. You must
pay all Fees when due. You authorize us to charge the Card or other payment
method provided for all Fees incurred by you with respect to Services (or other
services offered by us), including applicable sales, use, VAT/GST/PST and other
local government charges. If you dispute any Fees, you must submit any such
disputes in writing to Spin within thirty (30) days of Spin charging the Fees.
Where permitted by applicable law, failure to submit such dispute within the
thirty (30) day deadline will mean that you waive the dispute and the charge for
such Fees will be final, non-refundable, and non-challengeable.

4.2. Method of Payment, Stored Balance, and Auto-Reload. You hereby authorize
Spin to charge your Card or other payment method via the App or via another
authorized third-party payment processor (e.g., PayPal, Stripe, Square, or
others). We may seek pre-authorization of your Card or other payment method up
to the maximum amount for a single ride prior to charging Fees in order to
verify its validity or the existence of sufficient funds in the account tied to
such Card and/or credit on the Card. You must provide accurate, current, and
complete information when adding a Card or other payment method and it is your
obligation to keep such information up-to-date at all times. You must notify us
if your Card or other payment method expires or is no longer valid and must
replace it with a valid Card or other payment method. You represent and warrant
that you are authorized to use any Card or other payment method you furnish to
us.  

We may offer a service where you are given the option to store funds with us for
use of our Services (“Stored Balance”). All amounts added to your Stored Balance
are denominated in the currency of the country in which it was sold. You may
only use the Stored Balance in the currency in which it was sold, unless
otherwise indicated in the App.

If the auto-reload setting is enabled, you acknowledge and agree that when your
Stored Balance equals or drops below a certain balance, we may automatically add
funds to your Stored Balance at a designated amount by charging your Card or
other payment method (“Auto-Reload”). You can disable Auto-Reload at any time by
updating your account settings, but changes may take a reasonable amount of time
to go into effect. In the event you disable Auto-Reload or one of your automatic
reloads is declined, for any reason whatsoever, including without limitation,
expiry of your card, funds will not be added to your Stored Balance. In such
scenarios, you may be required to separately load your Stored Balance. Spin may,
at any time and in its sole discretion, discontinue Auto-Reload. If you formally
close your account with Spin, unless you owe Fees, you will receive a refund of
any amounts remaining in your Stored Balance. Please allow up to six (6) weeks
for a refund. We will refund the money to the payment method you designated.

You authorize us and/or our third-party payment providers to store information
about your Card or other payment method for the purpose of charging you Fees for
use of the Services and facilitating Auto-Reload. If we are unable to charge you
a Fee or facilitate Auto-Reload with the payment method you previously selected,
you authorize us to charge the Fee or add funds to your Stored Balance by
charging another payment method associated with your account. If your payment
details change, your card provider may provide us with updated card details. We
may use these new details in order to help prevent any interruption to your use
of the Services. If you would like to use a different payment method or if there
is a change in payment method, please visit your account settings to update your
billing information.

4.3. Returns and Lost/Stolen Scooters. You are responsible for properly
Returning the Spin Scooter in order to end your ride. If you fail to Return a
Spin Scooter to a valid area, Spin may, in its sole discretion, charge you an
additional pick-up fee up to $100. If any Spin Scooter rented by you or accessed
under your account with Spin or a Third-Party Provider is abandoned without
notice, you will be responsible for all trip fees until the Spin Scooter is
recovered and deactivated, plus a service charge to recover the Spin Scooter.
 Fees are subject to change. This does not apply if you were unable to return
the Spin Scooter without any fault on your own.

Upon Returning the Spin Scooter within the permitted 24-hour timeframe, you will
be charged the lesser of (a) the accumulated Fees in such 24-hour time period
and (b) $200 per calendar day, which is the maximum daily Fee we will charge for
a calendar day. If you fail to Return a Spin Scooter within 48 hours of the time
at which you unlocked or otherwise began renting such Spin Scooter, we will
consider that Spin Scooter lost or stolen and we may charge you a Fee of up to
$1,300 for each Spin Scooter, and a police report may be filed. Spin may also
charge a service Fee of $25 for rentals in excess of 24 hours where the Spin
Scooter is not lost or stolen.

A Spin Scooter may also be deemed lost or stolen if: (1) the Spin Scooter’s GPS
unit is disabled; (2) the Spin Scooter is parked in on unauthorized private
property, in a locked area, or in any other non-public space for more than ten
minutes after a ride ends; (3) the Spin Scooter moves more than thirty feet
after a rental has ended and Spin  believes such movement was not caused by
another user or authorized third party; or (4) other facts and circumstances
that suggest to Spin in its reasonable, good faith determination that a Spin
Scooter has been lost or stolen.

Spin and you agree that the last user who rented a Spin Scooter shall be
responsible for a lost or stolen Spin Scooter unless facts and circumstances
suggest otherwise to Spin in its reasonable, good faith determination.  If Spin
deems a Spin Scooter lost or stolen, Spin shall have the authority to take any
and all actions it deems appropriate (with respect to the last user who rented a
Spin Scooter or otherwise), including (without limitation) obtaining restitution
and other appropriate compensation and damages and filing a police report with
local authorities.  You agree the data generated by Spin’s computers and systems
is conclusive evidence of the period of use of a user of a Spin Scooter.  

4.4. Fines.

4.4.1 You are fully responsible and liable for any Fees that are charged to you
by us or a third party (including any Third-Party Provider) in connection with
your use of a Spin Scooter or use of a Spin Scooter under your account
credentials, including, but not limited to, traffic violations, late payments,
fines, penalties, impounding charges, court costs, and/or any other Fees based
on improper parking or a result of your violation of any law, rule, regulation,
and/or ordinance when using a Spin Scooter.

4.4.2 After providing you with reasonable notice and an opportunity to object,
you agree that Spin may, in its sole discretion, pay any ticket, citation, fine,
and/or penalty on your behalf directly to the appropriate authority and bill
such payment as a Fee to your account, and you will pay us for such Fees plus a
reasonable administrative Fee. In the event we use a third-party collection
and/or administrative agent to resolve any such tickets, citations, fines and/or
penalties, you must pay all costs and collection charges including, without
limitation, administrative and legal costs to such agent upon demand without
protest.

4.5. Damages. You are fully liable for all damages, losses, claims,
consequences, demands, causes of action, injuries, costs, and liability in
connection with your use of a Spin Scooter or use of a Spin Scooter rented by
you or used under your account credentials or your credentials with a
Third-Party Provider, including, without limitation, (i) physical or mechanical
damage, (ii) loss due to theft, (iii) physical damage resulting from vandalism,
(iv) bodily injury to you or a third party, (v) third party claims, (vi) actual
charges for towing, storage and/or impound fees paid by Spin, and (vii)
administrative charges, including the cost of appraisal and other costs and
expenses incident to the damage or loss. YOUR INSURANCE POLICIES MAY NOT PROVIDE
COVERAGE FOR ACCIDENTS INVOLVING OR DAMAGE TO A SPIN SCOOTER. TO DETERMINE IF
COVERAGE IS PROVIDED, YOU SHOULD CONTACT YOUR INSURANCE COMPANY OR AGENT.

‍


5. LIMITATIONS



5.1. Limitations on Services. Spin reserves the right to limit in its sole
discretion the provision of the Services to any person, geographic region or
jurisdiction. There may be times when we need to disable the Site and/or other
Services either temporarily or permanently. The Services may be modified,
updated, interrupted, suspended, or discontinued at any time without notice or
liability to you. Also, from time to time, we may restrict access to some parts
of the Site and/or Services, or the entire Site and/or Services, to users,
including registered users. Without limiting the foregoing, you acknowledge and
agree that Spin makes no representation, warranty, covenant, or guarantee that
the Services (including, for clarity and without limitation, the Spin Scooters)
will be available to you at all or any times, and you further acknowledge and
agree that Spin may, in its sole discretion, without notice or liability to you,
terminate your right to use the Services (including, for clarity and without
limitation, the Spin Scooters).

5.2. Electric Vehicle. The Spin Scooter is an electric vehicle that requires
periodic charging. You represent and warrant that you have read and understand
that: (i) it is your responsibility to check the level of charge power in the
Spin Scooter and to ensure it is adequate before initiating using the Spin
Scooter; (ii) the level of charge power in the Spin Scooter at the time you
initiate a rental or use of the Spin Scooter is not guaranteed and will vary
with each use; (iii) the level of charge power in the Spin Scooter will decrease
as you continue to use it, the rate at which it will decrease will vary, and as
it decreases, the speed and/or other operational capabilities will decrease or
cease in their entirety; (iv) the distance and/or time that you may use the Spin
Scooter before it loses charge power is never guaranteed; and (v) the Spin
Scooter may run out of charge power and cease to operate at any time during your
use of the Spin Scooter, regardless of whether you have reached your desired
destination. You are prohibited from charging a Spin Scooter, unless otherwise
directed by Spin Scooter. By choosing to charge a Spin Scooter, you assume full
and complete responsibility for all related risks, dangers, and hazards, and
agree that Spin and all other Released Persons (defined below in Section 6) are
not responsible for any injury, damage, or cost caused by you with respect to
any person or property, including the Spin Scooter itself, directly or
indirectly related to the charging of the Spin Scooter.

5.3. Obtaining Equipment/App Updates and Upgrades. In order to access the
Services, you must have access to a compatible internet browser, computer and/or
mobile device, software, and internet connections or service plans. Without
limiting the foregoing, you are required to reserve Spin Scooters through the
App or, if applicable, a Third-Party Provider and therefore must have a mobile
device that is compatible with the App, Third-Party Provider and the Spin
Scooters. Spin may require obtaining updates or upgrades from time to time. You
acknowledge and agree that Spin may change system requirements from time to time
and that meeting those requirements is your responsibility. We cannot and do not
make any representations or warranties with respect to the devices or internet
connections you use to access or use the Services, including with respect to
device compatibility.

You acknowledge that Spin may from time-to-time issue updated or upgraded
versions of the App and may (subject to your device settings) automatically
electronically update or upgrade the version of the App that you are then
currently using on your mobile device. You consent to receive updates or
upgrades to the App automatically without providing further consent each time.
The App (including any updates or upgrades) may: (i) cause your device to
automatically communicate with our servers to deliver the functionality
described in the App description or through new features as they are introduced,
and to record usage metrics; (ii) affect preferences or data stored on your
device; and (iii) collect personal information as set out in our Privacy Policy.
We are not responsible if an update or upgrade affects how the App works if this
is caused by your own equipment or device not supporting the update or upgrade.
You can withdraw consent at any time by uninstalling the app or by changing the
app update settings in your device.

5.4. Feature Availability / Features Subject to Change.  The availability of the
Services and the features and services included in it is subject to change with
or without notice to you. Not all features or services included in the Services
are available in all markets and functionality of the Services may be limited,
including, without limitation, due to vehicle capability or compatibility,
mobile device or network coverage.

5.5. Usage and Data Fees. Your internet service provider or mobile carrier may
charge you access, software or data fees for any network use or data
transmission by the Services.  Contact your internet service provider or mobile
carrier for more information regarding usage rates and fees.

5.6. Third Party Sites. As is typical online, the Site and/or Services may
contain hyperlinks to other sites. If there are other websites and resources
linked to on this Site and/or Services, either by Spin or by you, these links
are provided only for the convenience of Spin's users. We have no control over
the contents of those websites or resources, and therefore cannot accept
responsibility for them or for any loss or damage that may arise from your use
of them. If you decide to access any of the third-party websites linked to the
Site and/or Services, you do so entirely at your own risk and subject to the
user terms and conditions of use and privacy policies for such websites.

5.7. Common Carrier Limitation. You agree that Spin is not a common carrier.
Alternative means of public and private transportation are available to the
general public and to you individually. We provide Spin Scooters only as a
convenience.


6. DISCLAIMERS



THE SERVICES ARE PROVIDED ON “AS-IS” AND “AS AVAILABLE” BASIS AND YOU USE THEM
SOLELY AT YOUR OWN RISK.  SPIN DOES NOT REPRESENT OR WARRANT THE FUNCTIONALITY
OF ANY OF THE SERVICES OR THAT ANY SPIN SCOOTER OR ANYTHING RELATING TO YOUR USE
OF A SPIN SCOOTER OR THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE OR FREE
FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SPIN AND THE RELEASED PERSONS TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THEREFORE, WITHOUT LIMITING THE RELEASE OF LIABILITY:

 * to the fullest extent permissible by law, Spin and the Released Persons (as
   defined below) hereby disclaim and make no representations, warranties,
   endorsements, or promises, express or implied, as to: (I) the Services
   (including User Content, as defined below); (II) the functions, features, or
   any other elements on, or made accessible through, the Services; (III) any
   instructions offered or referenced at or linked through the Services; (IV)
   security associated with the transmission of Your User Submissions
   transmitted to SPIN via the Services; (V) whether the Services or the servers
   that make the Services available are free from any harmful components
   (including viruses, Trojan horses, and other technologies that could
   adversely impact Your Device(s)); (VI) whether the information (including any
   instructions) on the Services is accurate, complete, correct, adequate,
   useful, timely, or reliable; (VII) whether any defects to or errors on the
   Services will be repaired or corrected; (VIII) whether Your access to the
   Services will be uninterrupted; (IX) whether the Services will be available
   at any particular time or location; and (X) whether Your use of the Services
   is lawful in any particular jurisdiction;
 * THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
   INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPIN AND
   THE RELEASED PERSONS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES,
   OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
 * IN NO EVENT SHALL SPIN OR THE RELEASED PERSONS BE LIABLE FOR ANY DIRECT,
   INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES OF ANY
   KIND OR INJURIES ARISING FROM THE SERVICES AND/OR USE OF ANY SPIN SCOOTER
   ACCESSORIES SUPPLIED BY SPIN (E.G. HELMET, LOCK). THE USER IS RESPONSIBLE FOR
   THE SAFE USE OF SUCH ACCESSORIES AND MUST CHECK THEIR CONDITION BEFORE EACH
   USE.  IF ANY ACCESSORY IS FOUND NOT BE IN GOOD CONDITION OR WORKING ORDER,
   USER SHOULD NOT USE SUCH ACCESSORY AND SHOULD PROMPTLY NOTIFY SPIN AND
   REQUEST A REPLACEMENT; AND
 * YOU HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED BY
   LAW, NEITHER SPIN NOR ANY OTHER RELEASED PERSONS ARE RESPONSIBLE OR LIABLE
   FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK,
   DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT, (B) YOUR USE OF, OR INABILITY
   TO USE, ANY OF THE SERVICES, (C) YOUR BREACH OF THESE TERMS AND/OR YOUR
   VIOLATION OF ANY LAW, RULE, REGULATION, AND/OR ORDINANCE, INCLUDING RIDING ON
   SIDEWALKS AND/OR PARKING, (D) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION
   AND/OR INACTION BY YOU, (E) YOUR FAILURE TO WEAR A SNELL-, CPSC-, ANSI- OR
   ASTM- APPROVED HELMET THAT HAS BEEN PROPERLY SIZED, FITTED AND FASTENED
   ACCORDING TO THE MANUFACTURER’S INSTRUCTIONS WHILE USING ANY PRODUCT, AND/OR
   (F) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION OR INACTION OF ANY THIRD
   PARTY.

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF VARIOUS WARRANTIES, SO ONE OR
MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH
WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT
THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE
UNDER THOSE LAWS.

“Released Persons” as used herein means (i) Skinny Labs Inc., d/b/a Spin
("Spin"), (ii) any subsidiaries or affiliates of Spin, and (iii) to the fullest
extent permitted by law, any (x) governmental entity (including, without
limitation, any state, commonwealth, city, town, township, charter township,
special district, village, borough, other municipal corporations, and
unincorporated communities or jurisdictions) and (y) educational institution
(including, without limitation, public and private universities and colleges,
high schools, secondary schools, and primary schools) (each of (x) and (y), a
"Municipality") with which Spin has contracted or at which Spin is providing
Services, and each of Spin's and Municipality's respective current and former
parents, subsidiaries, divisions, and current and former affiliated individuals
and entities, legal successors, predecessors (including companies they have
acquired, purchased, or absorbed), assigns, joint venturers, and each and all of
their respective officers, investors, partners, directors, elected officials,
servants, agents, shareholders, members, managers, principals, investment
advisors, consultants, employees, representatives, legal counsel, accountants,
lenders, underwriters, and insurers.

If you are a California resident, you waive California Civil Code Section 1542
which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY.”


7. LIMITATION OF LIABILITY



7.1 All Users Who Have Used the Services Outside of the EEA and the United
Kingdom.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES OR ANYTHING
THAT RELATES TO OR CONCERNS YOUR USE OF A SPIN SCOOTER OR THE SERVICES, REMAINS
WITH YOU. NEITHER SPIN NOR ANY RELEASED PERSONS WILL BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING
LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE
COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR
BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I)
THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES AND/OR ANYTHING
THAT RELATES TO OR CONCERNS YOUR USE OF A SPIN SCOOTER; (III) ANY
COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH
WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE
SERVICES; (IV) ANY AND ALL USES OF THE SERVICES INCLUDING THE SITE, APP,
PRODUCTS AND SERVICES (INCLUDING THE SPIN SCOOTERS) AND/OR  (V) YOUR MISCONDUCT
OR NEGLIGENT USE OF THE SERVICES INCLUDING THE SPIN SCOOTERS, OR THE NEGLIGENCE
OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT SPIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A
LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE.

IN NO EVENT WILL SPIN’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR
RELATIONSHIP WITH SPIN, THESE TERMS, YOUR USE OF THE SERVICES OR ANYTHING
RELATING TO OR CONCERNING YOUR USE OF A SPIN SCOOTER, EXCEED THE AMOUNTS YOU
HAVE PAID TO SPIN IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE
TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS
BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN SPIN AND YOU.  

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO NEW JERSEY
RESIDENTS.

7.2 All Users Who Reside in the EEA or the United Kingdom Who Have Used the
Services in the EEA or UK.

We will only be liable in accordance with the statutory provisions for any
damage caused intentionally or by gross negligence of our representatives or us.
Our liability for slight negligence shall be limited to the amount of the
foreseeable damages typical for this type of contract and shall only apply in
case of a breach of a material contractual obligation. Material contractual
obligations shall be obligations the fulfillment of which forms the basis for
the proper performance of the agreement and on which you may rely on a general
basis.

These limitations of liability shall not apply to the extent any guarantees have
been given by us, in the event of culpably caused damage to a person's life,
body or health or to claims under the Product Liability Act.


8. INTELLECTUAL PROPERTY



8.1. Ownership. We own proprietary rights of every kind and nature however
denominated throughout the world, registered or unregistered, associated with
the Services, such as (i) patents, (ii) patent applications, (iii) copyrights,
(iv) copyrightable works of expression, (v) trademarks, service marks, slogans,
trade names, and other identifiers (including, without limitation, the Spin
name, Spin logo, the Services name, and the Services design (collectively, "Spin
Marks"), (vi) text, images, photos, audio, video, data, and communication that
we create and/or make available in connection with the Services (collectively,
"Spin Content"); and (vii) rights of publicity and privacy, moral rights,
know-how, trade secrets, software and database rights ((i) through (vii),
collectively, "IP Rights"), any and all applications, registrations, renewals,
or derivatives in connection with the foregoing IP rights, all rights to obtain,
register, perfect and enforce these IP Rights throughout the world, and any and
all actions and rights to sue at law or in equity for any past or future
infringement or other impairment of the foregoing IP Rights.

8.2. Limited License. Except as expressly provided herein, we do not grant any
express or implied proprietary rights to IP Rights. Subject to your compliance
with these Terms and any other terms communicated in connection with specific
Spin Content, we grant you a personal, non-exclusive, non-transferable, limited
right to access, view, use, display and listen to Spin Content for your
personal, non-commercial use only. Where permitted by applicable law, you agree
not to dispute our claims of ownership or validity of our IP Rights.

You have obtained a license to the Services and your rights are subject to this
license. Except as expressly licensed to you herein, Spin and its licensors
reserve all right, title and interest in the Services and IP rights. This
license is limited to the IP Rights and does not include any rights to other
patents or intellectual property. All rights not expressly granted herein are
reserved by Spin.

This license is effective until terminated. Your rights under this license will
terminate immediately and automatically without any notice from Spin if you fail
to comply with any of provision of these Terms or any Other Governing Agreement.
Promptly upon termination, you must cease all use of the Services and destroy
all copies of the Services in your possession or control. Termination will not
limit any of Spin’s other rights or remedies under these Terms, at law or in
equity.

8.3.  Restrictions. You may not, nor allow third parties to: (i) use the
Services or Spin Content for any fraudulent, unlawful, or abusive purpose, or in
any way that interferes with the proper functioning or others’ use of the
Services or Spin Content, or violates any other person’s rights; (ii) use any
data mining, robots, or similar automated tools for data gathering, extraction,
or accessing the Services or Spin Content, create a database, download or store
any Spin Content other than as licensed above, link or frame the Services or
Spin Content, extract or derive any source code or structure of any part of the
Services or Spin Content by reverse engineering, disassembly, decompilation or
any other means; (iii) abuse or do anything to damage our or our service
providers’ business operations, services, reputation, employees or facilities;
(iv) use the Services or Spin Content except as expressly authorized by us; (v)
resell, copy, store, reproduce, distribute, modify, adapt, adopt, display,
publish, perform, transmit, broadcast, or create derivative works of the
Services or Spin Content or any software used on or for the Services or Spin
Content; (vi) modify, disassemble or tamper with any hardware that interfaces
with the Services or Spin Content; (vii) interfere with or disrupt the Services
or the servers or networks connected to the Services, including the Site and the
App; (viii) email or otherwise transmit any material that contains software
viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any Spin computer software or hardware or
telecommunications equipment; (ix) forge headers or otherwise manipulate
identifiers in order to disguise the origin of any information transmitted to or
through the Services (either directly or indirectly through use of third party
software); (x) “frame” or “mirror” any part of the Services or Spin Content;
(xi) use meta tags or code or other devices containing any reference to Spin,
the Services (or any Spin Marks) to direct any person to any other website for
any purpose; (xii) post, use, transmit or distribute, directly or indirectly,
(e.g. screen scrape) in any manner or media any Spin Content other than solely
in connection with your use of the Services in accordance with this Agreement;
(xiii) undertake any activity or engage in any conduct that is inconsistent with
the business or purpose of the Services, or that is intended to promote or has
the effect of engaging in illegal activities, fraud, or that is defamatory,
libelous or otherwise objectionable; (xiv) directly or indirectly promote
racism, bigotry, hatred or physical harm of any kind against any group or
individual;(xv) directly or indirectly request money from, or otherwise defraud,
other users; (xvi) engage in any conduct that involves the transmission of “junk
mail”, “chain letters,” or unsolicited mass mailing or “spamming” (or
“spimming”, “phishing”, “trolling” or similar activities) to Spin or Spin users;
(xvii) take video, audio, photographs, or images of another Spin user without
his or her permission (or in the case of a minor, the minor’s legal guardian);
(xviii) take any action that may undermine the efficacy or accuracy of reviews
or ratings systems maintained by Spin; (xix) post instructional information
about illegal activities including how to damage Spin property or Spin Scooters
or the property of other Spin users; (xx) provide information or data you do not
have a right to make available under law or under contractual or fiduciary
relationships (such as inside information, proprietary and confidential
information); (xxi) solicit passwords or personal identifying information for
commercial,  fraudulent or unlawful purposes from other users or disseminate
another person’s personal information without his or her permission; or (xxii)
publicize or promote commercial activities and/or sales such as contests,
sweepstakes, barter, advertising, and pyramid schemes, without our prior written
consent or (xxiii) harvest or otherwise collect or store any information
(including personally information) about other users of Spin, including e-mail
addresses, without the express consent of such users.

8.4. User Content. You may submit text, images, photos, audio, video, data,
and/or communication (collectively, "User Content") through the Services.
 Please do not submit new or confidential ideas through the Services. By
providing User Content, you irrevocably (except to the extent you exercise
applicable rights under local data protection laws): grant to Spin a world-wide,
perpetual, transferable, sub-licensable, royalty-free, non-exclusive and
unrestricted license to copy, reproduce, adapt, transmit, edit, modify, adapt,
adopt, publicly display, distribute, translate and create compilations and
derivative works from, or otherwise use, any and all User Content (in any format
or media) that you post on, upload or otherwise submit to or through, the
Services. You also waive your moral rights to the User Content, and hereby grant
each user of the Spin a non-exclusive license to access your User Content
submitted to or through the Services. You grant this license to Us for the
purpose of providing the Services and only to the extent necessary for that
purpose. Our right to publicly display User Content ends when you exercise
applicable rights to remove User Content from the Services. None of the User
Content you post on, upload or otherwise submit to or through, the Services
(other than personal information) will be deemed confidential. The Service may
allow you to communicate with us through the App.  Should you choose to
communicate with us, you consent to being contacted in the manner requested.

You understand and acknowledge that you are responsible for User Content, and
you, not Spin, assume all risks associated with User Content, including anyone’s
reliance on its quality, accuracy, reliability, appropriateness, or any
disclosure by you of information in User Content that makes you or anyone else
personally identifiable. You represent and warrant that you own or have the
necessary rights, consents, and permissions to use and authorize the use of User
Content as described herein. You may not imply that User Content is in any way
sponsored or endorsed by Spin.

We are not responsible or liable to you or any third-party for the content or
accuracy of any User Content any other text, images, photos, audio, video, data,
and/or communication ("Third-Party Content"). You understand that when using the
Services, you will be exposed to Third-Party Content from a variety of sources,
and that Spin is not responsible for the accuracy, usefulness, safety, or
intellectual property rights of or relating to such Third-Party Content, and
that such Third-Party Content is not the responsibility of Spin.  We may or may
not, at our own discretion, pre-screen Third-Party Content, but we have no
obligation to do so. We reserve the right (but do not assume the obligation), in
our sole discretion, to reject, move, edit or remove Third-Party Content.
Without limiting the foregoing, we have the right to remove any Third-Party
Content that violates the Terms or is otherwise objectionable in our sole
discretion Third-Party Content is solely the responsibility of the person or
entity submitting it and does not necessarily reflect the opinion of Spin. We do
not endorse any Third-Party Content submitted to the Services by any user or
other licensor, or any opinion, recommendation, or advice expressed therein, and
we expressly disclaim any and all liability in connection with such text,
images, photos, audio, video, data, and/or other communication submitted to the
Services.

8.5 Feedback. If you provide feedback, comments or suggestions for improvements
to the Services (in written, oral, or any other form) (“Feedback”), you
represent and warrant that you (a) have the right to disclose the Feedback, (b)
the Feedback does not violate the rights of any other person or entity, and (c)
the Feedback does not contain the confidential or proprietary information of any
third party or parties. You (i) acknowledge that Spin may have something similar
to the Feedback already under consideration or in development, and (ii) assign
to Spin your entire right, title, and interest (including any intellectual
property rights) in and to Feedback. To the extent that any right, title, or
interest cannot be assigned under applicable law, you hereby grant us an
irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use,
modify, prepare derivative works from, publish, distribute and sublicense the
Feedback without any compensation, and waive any right, title or interest and
consent to any action of Spin, its service providers, successors, and assigns
that would violate such right, title, or interest in the absence of such
consent. You agree to execute any documents necessary to effect the foregoing
assignment, waivers, or consents.

8.6. Spin Marks. You may not use, copy, reproduce, republish, upload, post,
transmit, distribute, modify, adapt or adopt Spin Marks in any way, including in
advertising or publicity pertaining to distribution of materials on the
Services, without Spin's prior written consent. You shall not use any Spin Mark
or any language, pictures or symbols which could, in Spin's sole judgment, imply
Spin's endorsement in any (i) written or oral advertising or presentation, or
(ii) brochure, newsletter, book, or other written material of whatever nature,
without Spin's prior written consent. You may not remove or alter Spin Marks or
legal notices included in the Services or on any related asset, such as Spin
Scooters.

8.7. DMCA. We do not permit copyright infringing activities and infringement of
intellectual property rights on Services, and we will remove any User Content if
properly notified that such User Content infringes on another's intellectual
property rights. We reserve the right to remove User Content without prior
notice. We will terminate your access to the Services if, under appropriate
circumstances, you are determined to be a repeat infringer. In accordance with
the Digital Millennium Copyright Act ("DMCA"), if you believe your work has been
copied in a way that constitutes copyright infringement, or if you are aware of
someone so infringing on your rights, please provide the following information
to our designated DMCA Agent identified below: (i) an electronic or physical
signature of the person authorized to act on behalf of the owner of the
copyright or other intellectual property interest that has allegedly been
infringed; (ii) identification of the copyrighted work or other intellectual
property that you claim has been infringed upon or, if multiple copyrighted
works at a single online location are covered by a single notification, a
representative list of such works at that location; (iii) identification of the
material that you claim is being infringed or is the subject of the infringing
activity and information reasonably sufficient to permit us to locate the
material on the Site and/or Services; (iv) your address, telephone number, and
email address; (v) a statement that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, and/or the
law; and (vi) a statement by you, made under penalty of perjury, that the above
information in your notice is accurate, and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf. Our designated DMCA Agent is:

Skinny Labs Inc., dba SPIN
2 Embarcadero Center
8th Floor - WeWork
San Francisco, California 94111
support@spin.pm


9. LOCATION AND PUSH NOTIFICATIONS AND OTHER TECHNOLOGIES



9.1. Location. To determine your eligibility to use the Services, locate
scooters, pinpoint your pickup and drop off locations, and track your ride, Spin
may determine your location using one or more reference points, such as GPS,
beacons and/or software within your device. If you have set your device(s) to
disable GPS, Bluetooth or other location determining software or do not
authorize the Services to access your location data, the Services may not be
able to determine your location and you may not be able to access the Services.
For more information about how the Services collects, uses, discloses, and
retains your information, please read the Spin Privacy Policy.

9.2. Text Messaging.  Spin and those acting on its behalf may send you text
(SMS) messages at the phone number you provided us. These messages may include
operational messages about your use of the Services, as well as marketing or
other promotional messages similar to the products or services received. You may
not be able to use the Services without allowing operational text messages as
those are an integral part of the service. You may opt-out of receiving
marketing text messages at any time by sending an email to support@spin.pm
indicating that you no longer wish to receive marketing texts along with the
phone number of the mobile device receiving the messages. You may continue to
receive text messages for a short period while Spin processes your request, and
you may also receive text messages confirming the receipt of your opt-out
request. If you do not want to receive operational text messages from Spin, do
not provide your phone number to Spin. Text messages may be sent using an
automatic telephone dialing system. Your agreement to receive marketing texts is
not a condition of any purchase or use of the Services. If you change or
deactivate the phone number you provided to Spin, you must update your account
information to help prevent us from inadvertently communicating with anyone who
acquires your old number. Standard data and message rates may apply for SMS and
MMS alerts, whether you send or receive such messages. Please contact your
Carrier for details.

9.3. Push Notifications.  The Services may make use of push notifications to
devices that support the transmission of such notifications or alerts. Push
notifications are used to send notification messages to you regarding offers,
events, and other promotions and related alerts, as well as informational and/or
administrative messages. After downloading the Services, you may be asked to
accept or deny push notifications. If you deny, you will not receive any push
notifications. If you accept, push notifications will be automatically sent to
your device. If you no longer wish to receive push notifications from this
Services, you may opt out by changing your notification settings on your device
or, if applicable, through the push notification service. For mobile devices,
the device manufacturer, not Spin, controls these notification settings.

9.4. Email. Spin may send you emails concerning our products and services. You
may opt-out of promotional emails by following the unsubscribe instructions in a
promotional email.

9.5. E-SIGN Disclosure.  By agreeing to receive text messages, you also consent
to the use of an electronic record to document your agreement. You may withdraw
your consent to the use of the electronic record by contacting us at
support@spin.pm with “Revoke Electronic Consent” in the subject line. To view
and retain a copy of this disclosure or any information regarding your
enrollment in this program, you will need (i) a device (such as a computer or
mobile phone) with a web browser and Internet access and (ii) either a printer
or storage space on such device. You agree that the delivery of a copy of this
agreement by way of electronic transmission to your email, or other electronic
address provided, or text message constitutes a valid and effective delivery of
the agreement. For a free paper copy, or to update our records of your contact
information, please contact us at support@spin.pm with contact information and
the address for delivery.


10. TERMINATION



10.1. Termination by You. You may terminate your use of the Services at any time
by closing your account, uninstalling the App, and ceasing to use the Services;
provided, however, that (i) termination will not entitle you to any refunds,
(ii) these Terms will remain in effect indefinitely after your termination, and
(iii) we reserve the right to charge any additional Fees that you owe as a
result of your use of the Services or a third party's use of the Services under
your account.

10.2. Termination by Us. We may, in our sole discretion and with or without
cause, unilaterally suspend or terminate your account or your right to use the
Services at any time and without any notice to you.

10.3 Survival. All provisions of these Terms, which by their nature should
survive termination, shall survive termination, including, without limitation,
Release of Liability, Fees and Responsibility for Costs, Limitations,
Disclaimers, Intellectual Property, Indemnification, Miscellaneous.


11. INDEMNIFICATION



Without limiting the Release of Liability and Limitation of Liability, you agree
to defend, indemnify, and hold harmless the Released Persons from and against
any and all consequences, claims, demands, causes of action, losses,
liabilities, damages, injuries, fees, costs and expenses, penalties, fines,
tickets, attorneys’ or legal fees, judgments, suits, settlements, and/or
disbursements of any kind, or nature whatsoever, whether foreseeable or
unforeseeable, and whether known or unknown, that directly or indirectly arise
from or are related to any claim, suit, action, demand, investigation or
proceeding made or brought against any Released Person, or on account of the
investigation, defense, or settlement thereof, arising out of or in connection
with: (i) your use of the Services and your activities in connection with the
Services; (ii) your User Content; (iii) your breach or alleged breach of these
Terms or any Other Governing Agreement; (iv) your violation or alleged violation
of any laws, rules, regulations, codes, statutes, ordinances, or orders of any
governmental or quasi-governmental authorities in connection with your use of
the Services or your activities in connection with the Services; (v) information
or material transmitted through your account or mobile phone or other device,
even if not submitted by you, that infringes, violates, or misappropriates any
copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or
other right of any person or entity; (vi) any misrepresentation made by you; and
(vii) the Released Persons’ use of the information that you submit to us
(collectively, "Claims"). You will cooperate as fully required by the Released
Persons in the defense of any of the foregoing. Notwithstanding the foregoing,
the Released Persons retain the exclusive right to settle, compromise, and pay
any and all such Claims. Released Persons reserve the right to assume the
exclusive defense and control of any Claims. You will not settle any Claims
without, in each instance, the prior written consent of an officer of a Released
Person.


12. ARBITRATION AGREEMENT, DISPUTE RESOLUTION, AND CLASS ACTION WAIVER



PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR
RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED
KINGDOM WHO USED THE SERVICES IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION
ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS”BELOW. FOR RESIDENTS OF
CANADA, PLEASE ALSO REFER TO THE SECTION ENTITLED “ARBITRATION FOR CANADA
RESIDENTS” BELOW.

Definitions. For purposes of this Section 12 (Arbitration Agreement, Dispute
Resolution, and Class Action Waiver):

“Party” shall mean either Spin or You, as these terms are defined below.
“Parties” shall mean Spin and You, collectively.

“Us” “Our” “We” and/or “Spin” shall mean Skinny Labs Inc. dba Spin, its
successors, assigns, parent, subsidiaries, affiliates, divisions, dealerships,
service providers, and their affiliates, and the respective officers, directors,
employees, contractors, agents, or shareholders of any of the foregoing.

“You” shall include yourself, in your individual capacity, and any authorized or
unauthorized users or occupants of the Spin Scooter, and/or your or their
beneficiaries.

You and Spin agree that these this arbitration undertaking is made pursuant to
an in connection with a transaction involving interstate commerce, and shall be
governed by and construed and interpreted in accordance with the Federal
Arbitration Act at 9 U.S.C. Section 1, et seq. Terms affect interstate commerce
and that the Federal Arbitration Act governs the interpretation and enforcement
of these arbitration provisions.

This Section 12 is intended to be interpreted broadly and governs any and all
disputes between Us, including but not limited to claims arising out of or
relating to any aspect of the relationship between Us, whether based in
contract, tort, statute, fraud, misrepresentation or any other legal theory;
claims that arose before these Terms or any prior agreement (including, but not
limited to, claims related to interactions between users); and claims that may
arise after the termination of these Terms. Except as provided herein, claims
arising out of or relating to the validity, application, scope, enforceability,
or interpretation of the Terms, including this Section 12, shall also be decided
by an arbitrator.  The only Disputes excluded from this Section 12 are the
litigation of certain intellectual property and small court claims, as provided
below.

By agreeing to these Terms, You agree to resolve any and all disputes with Spin
as follows:

Pre-Arbitration Dispute Resolution: For any and all disputes, claims, or
controversies You may have against Spin arising out of, relating to, or in
respect of these Terms, including their negotiation, validity, existence,
breach, termination, construction or application, or the rights, duties or
obligations of any Party, or the rights, duties or obligations of any Party
derived from or associated with these Terms (“Disputes”), whether pursued in
court or arbitration, You must first give Us an opportunity to resolve the
Dispute informally by contacting Us at support@spin.pm with the following
information: (1) your name, (2) your address, (3) a written description of your
claim, and (4) a description of the specific relief You seek. If We do not
resolve the Dispute within forty-five (45) days after receiving your
notification, then You may pursue resolution of the Dispute in arbitration. You
may pursue your Dispute in a court only under the circumstances described below.

Arbitration Procedures:

If the Dispute has not been resolved and is not subject to the exclusions
outlined in this Section 12, then either Party may initiate binding arbitration
as the sole means to resolve all Disputes, subject to the terms set forth below.

All Disputes shall be resolved before a single arbitrator in accordance with the
JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed
$250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims
exceeding $250,000, in each case applying the rules and procedures in effect at
the time the arbitration is initiated, excluding any rules or procedures
governing or permitting class actions. You can find the JAMS rules and
procedures here at this link.

To start an arbitration with JAMS, You must do the following: (1) write a Demand
for Arbitration that includes a description of the claim and the amount of
damages you seek to recover (you may find a copy of a Demand for Arbitration at
www.jamsadr.com); (2) send three copies of the Demand for Arbitration, plus the
appropriate filing fee, to JAMS, 2 Embarcadero Center, Suite 1500, San
Francisco, CA 94111; and (3) send three copies of the Demand for Arbitration to
Spin at 450 Mission Street, Ste 400San Francisco, CA 94105, ATTN: Legal
Department.

You will be required to pay $250 to initiate an arbitration against Us. If the
arbitrator finds the arbitration to be non-frivolous, Spin will pay all other
fees invoiced by JAMS, including filing fees and arbitrator and hearing
expenses. You are responsible for your own attorneys' fees unless the
arbitration rules and/or applicable law provide otherwise.

Location of Arbitration: If You live in the United States, You may initiate and
litigate the arbitration in your hometown area or through the JAMS office
located in San Francisco, California. If You live outside the United States, You
must initiate and litigate the arbitration through the JAMS office located in
San Francisco, California. Either Party may ask that the arbitration including
the hearings, arguments, and all conferences be conducted telephonically or by
video conference (e.g., Skype).

Except as otherwise provided in this Section 12, the arbitrator, and not any
federal, state, or local court or agency, shall have exclusive authority to
resolve all disputes arising out of or relating to the interpretation,
applicability, enforceability, or formation of these Terms, the Privacy Policy,
or Other Governing Documents, including but not limited to any claim that all or
any part of these Terms, Privacy Policy, or Other Governing Document is void or
voidable, whether a Dispute is subject to arbitration, or the question of waiver
by litigation conduct. For the avoidance of doubt and as further set forth in
this Section 12, small claims court, and not any arbitrator or JAMS, shall have
the exclusive authority to resolve disputes regarding whether a Dispute is
properly within the jurisdiction of a small claims court.  

The arbitrator shall be empowered to grant whatever relief would be available in
a court under law or in equity. The arbitrator's award shall be written and
shall be binding on the parties and may be entered in any court with
jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they
would have the right to sue in court and have a jury trial. They further
understand that, in some instances, the costs of arbitration could exceed the
costs of litigation and the right to discovery may be more limited in
arbitration than in court.

CLASS ACTION WAIVER: The parties agree that the arbitration shall be conducted
in their individual capacities only and not as a class action or other
representative action, and the parties expressly waive their right to file a
class action or class arbitration or seek relief on a class basis. THIS MEANS
THAT YOU AND SPIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  

By agreeing to these Terms, You are waiving your right to trial by jury or to
participate in a class action. We are also waiving these rights.

Warranty: You and We agree that this arbitration agreement includes any claim
arising out of accessing Spin Scooters or Services, including any claims from a
breach of an implied or express warranty, or any other claim regarding quality,
service or repair, including California-specific warranty protections or
so-called “lemon law” statutes including the Song-Beverly Act, California Unfair
Competition Law, California Secret Warranty Law, California Consumer Legal
Remedies Act and any claims involving pre- or post-sale fraud. The warranty
period is not extended or triggered anew by Claims or complaints by You, or
repair attempts by Us, or flaws or defects discovered at any point after the
time of sale.

Exclusions from Arbitration: Notwithstanding the parties' agreement to resolve
Disputes through arbitration, either Party may (1) bring enforcement actions,
validity determinations or claims arising from or relating to misuse,
infringement, or misappropriation of intellectual property theft, piracy or
unauthorized use of intellectual property in state or federal court or in the
U.S. Patent and Trademark Office to protect its intellectual property rights
("intellectual property rights" means patents, copyrights, moral rights,
trademarks, and trade secrets, but not privacy or publicity rights); (2) seek
relief in a small claims court for disputes or claims within the scope of that
court's jurisdiction, (3) file bankruptcy in court; (4) enforce a security
interest in the vehicle by repossession or in court; (5) take legal action in
court to enforce the arbitrator’s decision; and (6) pursue claims and remedies
provided for under the Magnussen-Moss Act in court.  You and we agree that to
the extent that either Party has a good faith belief that a Dispute falls within
the jurisdiction of the small claims court in the U.S. county (or parish) of
your residence or in Michigan, either Party may elect to have such Dispute
adjudicated in such small claims court.  Either Party may make such election
even after the other Party initiates an arbitration. To the extent that either
you or we elect to have a Dispute resolved in small claims court after an
arbitration is initiated, the Party that initiated the arbitration agrees to
dismiss or suspend the arbitration and seek to resolve the Dispute in small
claims court. You and we agree that in the situation where an arbitration is
already initiated and one Party invokes the small claims court option, any
dispute regarding whether the Dispute is properly within the jurisdiction of a
small claims court shall be resolved by the small claims court in the first
instance (unless it is unwilling to do so) and not the arbitrator or JAMS.  

30-Day Right to Opt-Out: You have the right to opt out and not be bound by the
arbitration and class action waiver provisions set forth above. You can opt out
of the arbitration and class action waiver provisions set forth above by sending
an email from your registered email address on Spin to Us at support@spin.pm
with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." To
opt-out, You must send the email to Spin with the required language within
thirty (30) days of the later of the following: (i) of your creation of a Spin
account; or (ii) the date of notice from Spin of a material change to this
Section via email to You. To be clear, if You opt out of the arbitration and
class action waiver provision, You will be able to pursue any potential claims
in a court of law and can participate in a class action or other class
proceeding if You so desire. If You do not opt out properly, You agree to
arbitrate. If You opt out of the arbitration and class action waiver provisions,
We will not be subject to them either with respect to any disputes with You,
meaning Spin can also litigate in a court of law and be subject to class action
litigation.

Severability: If a court or arbitrator decides that any portion of this Section
12 is invalid or unenforceable, then the portion shall be severed from the Terms
and/or deemed modified, only to the extent necessary to make it lawful. Such
invalidity shall not affect the enforceability of any other provisions of the
Terms that are not invalid or unenforceable. To affect the modification of the
portion, the portion shall be deemed deleted, added to, and/or rewritten,
whichever shall most fully preserve the intentions of the parties as originally
expressed herein.    

The Terms and the relationship between You and Spin shall be governed in all
respects by the laws of the State of Michigan, including warranty law, without
regard to its conflict of law provisions. This Section 12 shall survive any
termination of your account, these Terms, or the Services.

DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS WHO HAVE USED THE SERVICES IN THE
E.U. OR UK

Either Party may initiate binding arbitration as the sole means to resolve all
Disputes, subject to the terms above, as permitted by European law. Any
controversy that arises or is related to these Terms be submitted to the
non-exclusive jurisdiction of the Courts of the place of your domicile. This
remains without prejudice to any rights recognized by current consumer
protection legislation.

In addition, in accordance with European law, You are informed that the European
Commission's online dispute review platform is also available, which is
accessible on the following link: http://ec.europa.eu/consumers/odr/. This link
is provided as required by Regulation (EU) No 524/2013 of the European
Parliament and of the Council, for information purposes only.  We are not
obliged to participate in online dispute resolution.

 

ARBITRATION FOR CANADA RESIDENTS

Except where prohibited by applicable law, a Dispute (as defined above), shall
be referred to and determined by a single arbitrator in a final and binding
arbitration administered under the rules of ADR Institute of Canada, Inc.’s
Arbitration Rules. If the Parties have not agreed upon an arbitrator within 14
days, unless otherwise agreed by the Parties in writing, the Parties shall ask
the ADR Institute of Canada, Inc. to appoint a single arbitrator.

The seat of the arbitration shall be the same as the provincial or territorial
law governing these Terms. The arbitration shall be heard in the capital of the
seat unless the Parties agree otherwise. The costs and expenses of the
arbitrator shall be shared equally between the Parties. A Party to the
arbitration has no right of appeal from any award of the Arbitrator, whether
characterized as final, interim, interlocutory or partial.

All Disputes referred to arbitration (including the scope of the agreement to
arbitrate, the law relating to the enforcement of the agreement to arbitrate,
any relevant limitation periods, the law governing the procedure of the
arbitration, the law relating to available remedies, set-off claims and conflict
of laws rules) shall be governed by the law of the seat. Each Party hereby
irrevocably consents to venue in the capital of the seat, and to the
jurisdiction of competent courts in the capital of the seat for all litigation
that may be brought, however it is agreed and acknowledged that the intention of
the parties is to arbitrate the Dispute without recourse to the courts.

A Party to these Terms may take such steps as are permitted or required to
enforce an award made by an Arbitrator. Except as required by law, and only to
the extent that such disclosure is reasonably necessary, or for the purposes of
obtaining professional advice, the existence of the arbitration and any element
of the arbitration, including any award, shall be confidential and shall not be
disclosed to any non-party to the arbitration. No document or other evidence or
information prepared for or produced by or on behalf of any Party to the
arbitration shall be disclosed to any non-party to the arbitration.


13. STATUTE OF LIMITATIONS



You and Spin agree that regardless of any statute or law to the contrary, any
dispute under these Terms. Including under Section 12 of these Terms and
including any claim or cause of action against You or Spin, must be commenced or
filed within one year after such claim arose, in accordance with these Terms;
otherwise, the dispute or claim is permanently barred, and there shall be no
right to any remedy for any claim not asserted in that time period.


14. NOTICE



Spin may give notice by any means of communication reasonably anticipated to
notify you of the information provided. You agree that all notices, disclosures,
and other communications that we provide to you electronically satisfy any legal
requirement that such communications be in writing or be delivered in a
particular manner. You agree that you have the ability to store such electronic
communications such that they remain accessible to you in an unchanged form. By
way of example only, such communication may be a general notice on the Services
or via email to the email address listed on your account. It is your obligation
to update your account information so that we may contact you as may be
necessary. Such notice shall be deemed to have been given 48 hours after
dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be
deemed to have been given 7 days after dispatch.

Except as explicitly described in Section 12, you may give notice to Spin (such
notice shall be deemed given when received by Spin) at any time by any of the
following: letter delivered by nationally recognized overnight delivery service
or first class postage prepaid mail to Spin at the following address:

Skinny Labs Inc., dba SPIN
2 Embarcadero Center
8th Floor - WeWork
San Francisco, California 94111


15. MISCELLANEOUS



15.1. Entire Agreement. These Terms (including, without limitation, the Privacy
Policy, and any applicable Other Governing Document), is the entire agreement
regarding the subject matter herein, and the parties acknowledge that they have
not relied on any promise, representation, or warranty, express or implied, that
is not contained in this Agreement. Spin is not obligated under any other
agreements unless they are in writing and signed by an authorized representative
of Spin.

15.2. Export Control. Materials and information provided on or through the
Service, including prices, features, products or services, may not be available
outside the U.S.  You agree to comply with all export and re-export control
laws, restrictions and regulations or similar laws of your government in
connection with your use of the Service, including but not limited to, the
Export Administration Regulations (“EAR”) maintained by the U.S. Department of
Commerce, trade and economic sanctions maintained by the Treasury Department’s
Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms
Regulations (“ITAR”) maintained by the Department of State. Further, you
represent and warrant that: (i) you are not located in a country that is subject
to a government embargo, or that has been designated by any country’s government
as a “terrorist supporting” country, and (ii) that you are not listed on any
government list of prohibited or restricted parties as specified in the laws and
regulations listed above or in the laws and regulations applicable in your
country.  

15.3. Promotional Offers. From time to time, Spin may offer promotional
discounts or credits ("Promotional Credits") to users. Spin reserves the right
to withhold, expire, limit, modify or deduct Promotional Credits in the event
that Spin determines or believes that the receipt of the Promotional Credit was
in error, fraudulent, illegal, or in violation of our rules or any other
applicable agreement between you and Spin, as determined in Spin's sole
discretion. Each of these Promotions may have their own rules and terms that you
should review. Those terms will apply in addition to these Terms. We are not
required to give, and you are not required to accept, any offers we may promote
through the Services. Promotional Credits must be used for the intended
audiences and purposes and are not transferable, redeemable or exchangeable for
other things of value, except at our sole discretion. If you accept any offer,
you may have to sign a declaration of eligibility and liability release, or sign
other paperwork in order to receive the offer. Some offers may be subject to
taxes and other charges or restrictions which will be disclosed before you
accept the offer. If you accept an offer you also assume all liability
associated with that offer.

15.4. Referral Program. We may offer bonuses to new users and for other
marketing purposes, such as a referral program (“Referral Program”). Users may
be able to earn courtesy credits that can be used for Fees, discounts, or other
promotional purposes (“Referral Program Rewards”) by inviting their eligible
friends to register as new Spin users using a unique referral code (“Referral
Program Codes”). Referral Program Codes must be used for the intended audience
and purposes, and may not be sold or transferred in any manner or made available
to the general public (whether posted to a public forum or otherwise), unless
expressly permitted by Spin. Except as permitted by Spin, Referral Program
Rewards are non-transferrable, may not be resold, and are not redeemable for
cash or other consideration. You agree we may change the terms and conditions of
the Referral Program, terminate the Referral Program, or expire, deduct, limit,
or modify your Referral Program Rewards at any time for any reason, including
but not limited to, the event that Spin determines or believes that your
participation in the Referral Program or use or redemption of Referral Program
Codes was in error, fraudulent, illegal, or otherwise in violation of these
Terms.

15.5. Governing Law and Venue. These Terms will be governed by the internal laws
of the State of Michigan, without regard to its choice or conflicts of laws
provisions. Any dispute that arises out of or relates to these Terms or the
breach thereof that is not governed by the mandatory arbitration agreement set
forth in Section 12, above, shall be governed by the law of the State of
Michigan without regard to or application of choice of law principles. The
parties hereby consent to the exclusive jurisdiction of the state and federal
courts in Michigan for all claims and both parties expressly waive any
objections or defense based upon lack of personal jurisdiction or venue. For any
action not subject to mandatory arbitration pursuant to Section 12 above, the
prevailing party to such dispute shall be entitled to recover its reasonable
costs incurred in prosecuting or defending against such dispute, including its
reasonable attorneys’ fees and experts’ fees.

For non-United States residents, any legal disputes arising from this contract
in relation to use of the Services in the EEA (excluding the United Kingdom),
German Law applies, and the place of venue are the courts of Berlin.

For non-United States residents, any legal disputes arising from this contract
in relation to use of the Services in the United Kingdom, the laws of the United
Kingdom shall apply, and the place of venue are the courts of London.

For non-United States residents, any legal disputes arising from this contract
in relation to use of the Services in Canada, the laws of the province or
territory in which You reside shall apply, and the place of venue are the courts
of the province or territory in which you reside.

15.6. Severability; Waiver.  If a court determines that any term or condition in
these Terms is illegal or unenforceable, then such term will be eliminated and
the remaining terms and conditions will remain in full force and effect. Our
failure to exercise or enforce any right or provision of these Terms shall not
constitute a waiver of such right or provision.

15.7. Assignment.  We can assign these Terms in whole or in part to anyone we
choose. You can't assign your rights or obligations under these Terms to anyone
else without our prior consent.

15.8. Force Majeure. Neither party will be liable for any delay or failure in
performance to the extent the delay or failure is caused by events beyond the
party’s reasonable control, including, a significant failure of the Internet,
fire, flood, acts of God, explosion, war or the engagement of hostilities,
strike, embargo, labor dispute, pandemic, government requirement, civil
disturbances, or civil or military authority.

15.9. Independent Contractors. Spin is an independent contractor and neither
party is an agent of the other and neither party has the right to bind the other
on any agreement with a third party.

15.10. Headings and Sections. The headings and section titles in the Terms are
for convenience only and have no legal or contractual effect.

15.11. No Third-Party Beneficiaries. You agree that, except as otherwise
expressly provided in these Terms, there shall be no third-party beneficiaries
to these Terms.

15.12. Interference. ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY DAMAGE THE
SERVICES OR OTHERWISE UNDERMINE OUR LEGITIMATE BUSINESS OPERATIONS MAY BE IN
VIOLATION OF CRIMINAL AND CIVIL LAWS AND WE RESERVE THE RIGHT TO COUSE IN THE
PROSECUTION OF ANY SUCH INDIVIDUAL(S) AND TO PURSUE ALL REMEDIES TO THE FULLEST
EXTENT PERMITTED BY LAW.

15.13. Notice for California Users. Under California Civil Code Section 1789.3,
users of the Service from California are entitled to the following specific
consumer rights notice: The Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs may be
contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA
95834, or by telephone at (916) 445-1254 or (800) 952-5210.‍

15.14. Notice Regarding Apple.  If the Services that you use include a mobile
application that you download, access and/or use and that runs on Apple's iOS
operating system (an “iOS App”), you acknowledge and agree that:

 * the iOS App may only be accessed and used on a device owned or controlled by
   you and using Apple's iOS operating system;

 * these Terms are between you and us, and not with Apple;
 * Apple has no obligation at all to provide any support or maintenance services
   in relation to the iOS App, and if you have any maintenance or support
   questions in relation to the iOS App, please contact Company, not Apple;
 * except as otherwise expressly set forth in these Terms, any claims relating
   to the possession or use of the iOS App are between you and us (and not
   between you, or anyone else, and Apple);
 * in the event of any claim by a third party that your possession or use (in
   accordance with these Terms) of the iOS App infringes any intellectual
   property rights, Apple will not be responsible or liable to you in relation
   to that claim; and
 * although these Terms are entered into between you and Company (and not
   Apple), Apple, as a third party beneficiary under these Terms, will have the
   right to enforce these terms against you.
   
   In addition, you represent and warrant that:

 * you are not, and will not be, located in any country that is the subject of a
   United States Government embargo or that has been designated by the United
   States Government as a “terrorist supporting” country; and
 * you are not listed on any United States Government list of prohibited or
   restricted parties; and
 * if the iOS App does not conform to any warranty applying to it, you may
   notify Apple, which will then refund the purchase price of the iOS App (if
   any) to you. Subject to that, and to the maximum extent permitted by law,
   Apple does not give or enter into any warranty, condition or other term in
   relation to the iOS App and will not be liable to you for any claims, losses,
   costs or expenses of whatever nature in relation to the iOS App or as a
   result of you or anyone else using the iOS App or relying on any of its
   content.

15.15. Notice Regarding Google.  If the Services that you use includes a mobile
application that you download, access, and/or use from the Google Play Store
(“Google-Sourced Software”): (i) you acknowledge that these Terms are between
you and us only, and not with Google, Inc. (“Google”); (ii) your use of
Google-Sourced Software must comply with Google’s then-current Google Play Store
Terms of Service; (iii) Google is only a provider of the Google Play Store where
you obtained the Google-Sourced Software; (iv) we, and not Google, are solely
responsible for our Google-Sourced Software; (v) Google has no obligation or
liability to you with respect to Google-Sourced Software or the Terms; and (vi)
you acknowledge and agree that Google is a third-party beneficiary to the Terms
as it relates to our Google-Sourced Software.

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